Page 91 - Mono Technology Public Company Limited : Annual Report 2014 EN

5.3 Roles and Responsibilities of the Board of Directors

The Separation of duties of policy establishment and regular task management

The Board of Directors considered and decided to clearly separate duty and responsibility for policy

establishment and regular task management. The Chairman of the Board of Directors shall not be the same person
as the Chief Executive Officer. The Chairman of the Board of Directors is the leader who takes an important role
to make decision on the Companys policy according to the meeting of the Board of Directors that joins hands

with the management team to consider and define business target. The Chairman of the Board of Directors is
also the head to effectively run the meeting of the Board of Directors by encouraging all directors to take part in
the meeting through freely expressing their opinion as well as to act as the Chairman of Annual General Meeting
of Shareholders. The Chairman of the Board of Directors shall not engage in the management of regular works,
but giving supports and suggestions for business undertaking by the management team through the Chief

Executive Officer. Typically, the Chief Executive Officer is responsible for management under the scope of authority
assigned by the Board of the Directors.

Moreover, the Chairman of the Board of Directors is not the Chairman or a member of any committee
in order to truly promote the independency of the committee.

5.4 Board of Directors Meeting

1. The meeting of the Board of Directors shall be scheduled in advance and at least four meetings
must be held per year (once every three months). The regular agenda for each meeting shall
be clearly defined, such as the consideration of the financial statements reviewed or audited
by auditors. The Chairman of the Board of Directors, Chief Executive Director and directors shall
jointly consider the importance and necessity for inclusion of the other agenda items. In case

where the Board of Directors meetings are not held every month, the Company shall prepare a
monthly report of its performance for the Board of Directors so that they can continuously monitor
and control the performance of the management unit.

2. The quorum of not less than two thirds of all Board members is eligible to vote at the meeting to pass
a resolution.

3. All committees can hold meetings to approve matters, within authority and power assigned by the

Board of Directors and the Company Secretary shall act as the coordinator.
4. Invitation, details of the meeting and supporting documents shall be sent to each director at least

7 days in advance of the meeting date. The documents shall be concise. In cases where details of
the agenda cannot be disclosed in writing, the confidential issue shall be brought up for discussion
during the meeting. The meeting minutes shall be taken with accurate and complete details while the

approved version of minutes shall be kept for verification by the Board of Directors and relevant persons.
5. The meeting of non-executive directors, without the presence of the management team can be

arranged as appropriate. The Company Secretary shall act as the coordinator and inform the
executive directors of the meeting result.

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